LAN Shareholders Approve Merger with TAM by Broad Majority
SANTIAGO, Chile--(BUSINESS WIRE)-- LAN Airlines S.A. (LFL), one of Latin Americas leading passenger and cargo airlines today announced that at an Extraordinary Shareholders Meeting held today in Santiago, Chile, LAN shareholders approved the merger of LAN with Sister Holdco S.A. and Holdco II S.A., two special purpose companies created exclusively for purposes of this transaction, where shares of TAM S.A. will be held, directly or indirectly, prior to their consolidation into LAN. LAN will be the surviving entity, with an exchange ratio set at 0.9 LAN shares for each share of the absorbed companies, and will be renamed LATAM Airlines Group S.A., subject to (i) the terms and conditions of the binding contracts between both parties; and (ii) a final decision, on or before April 30, 2012, in the pending Reclamación before the Chilean Supreme Court that seeks the approval of the proposed business combination between LAN and TAM.
LAN shareholders approved the merger on the proposed conditions by a broad majority, with over 99.99% of shares present at the meeting. The Shareholders Meeting also approved a change to the Companys corporate name, and other necessary transactions contemplated in the agreements between the parties.
This approval is an important milestone in the implementation of the merger proposal between LAN and TAM, which is expected to be concluded by the end of the first quarter 2012.
LAN Airlines is one of the leading passenger and cargo airlines in Latin America. The company and its affiliates serve over 100destinations around the world through an extensive network that offers full connectivity within Latin America, while also linking the region with North America, Europe and the South Pacific, as well as 70 additional international destinations through its various code share agreements. LAN Airlines and its affiliates have a leading position in their respective domestic markets of Chile and Peru as well as an important presence in the Argentinean, Ecuadorian and Colombian domestic markets.
Currently, LAN Airlines and its affiliates operate 134 passenger aircraft while LAN Cargo and its respective affiliates have a fleet of 14 dedicated freighters. The Company has one of the youngest fleets in the world which has meant greater efficiency and a significant reduction in CO2 emissions, reflecting its strong commitment to the protection of the environment.
LAN is one of the few Investment Grade airlines in the world (BBB). The companys world class quality standards enabled its membership in oneworld", an alliance of leading global airlines of which LAN has been a member for 10 years. For more information please visit www.lan.com or www.oneworldalliance.com.
This website contains forward-looking statements, including with respect to the negotiation, implementation and effects of the proposed combination. Such statements may include words such as anticipate, estimate, expect, project, intend, plan, believe, would or other similar expressions. Forward-looking statements are statements that are not historical facts, including statements about our beliefs and expectations. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors and uncertainties include in particular those described in the documents we have filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them, whether in light of new information, future events or otherwise.
ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT:
This press release relates to a proposed business combination between Lan Airlines S.A. (LAN) and TAM S.A. (TAM), which will become the subject of a registration statement and prospectus to be filed with the SEC by LAN and a new entity to be formed in connection with the combination. This press release is not a substitute for the registration statement, prospectus and offering materials that LAN and the new entity will file with the SEC or any other documents that they may file with the SEC or send to shareholders in connection with the proposed combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, EXCHANGE OFFER DOCUMENTS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. All such documents, if filed, would be available free of charge at the SECs website (www.sec.gov) or by directing a request to LAN Investor Relations, at 56-2-565-8785 or by e-mail at email@example.com, or to TAM Investor Relations, at 55-11-5582-9715 or by e-mail at firstname.lastname@example.org.
CONTACTS IN CHILE
LAN Airlines S.A.
Investor Relations, (56-2) 565-8785
CONTACTS IN NEW YORK
i-advize Corporate Communications, Inc.
María Barona / Pete Majeski, 212-406-3690
Source: LAN Airlines S.A.Copyright Business Wire 2011